HL Hunt | SellFi — Platform Services Agreement
Master Platform Agreement

HL Hunt

SellFi — Seller Financing Platform

Platform Services Agreement

Version
1.0.0
Effective Date
June 1, 2026
Document Type
Master Agreement
Governing Law
Kentucky

Important Legal Notice — Read Before Proceeding

THIS IS A LEGALLY BINDING AGREEMENT. This Platform Services Agreement (the "Agreement") is a binding contract between you, the seller or financing party subscribing to the Platform ("Seller," "Client," "you," or "your"), and HL Hunt Inc. ("HL Hunt," "we," "us," or "our"), operator of the HL Hunt SellFi seller-financing platform (the "Platform"). By accessing or using the Platform you agree to be bound by every term herein.

HL HUNT IS A TECHNOLOGY AND SERVICING PLATFORM, NOT A LENDER. The Platform lets a Seller offer financing directly to a Buyer for the purchase of an item, in place of bank financing. You — the Seller — are the party extending the financing and are the creditor. You are solely responsible for the financing decision, the terms, all required licensing, and all consumer-protection and disclosure compliance. HL Hunt does not extend credit and is not a party to any Financing Agreement.

BY CLICKING "I AGREE," EXECUTING AN ORDER FORM, OR ORIGINATING ANY FINANCING THROUGH THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, INCLUDING ALL EXHIBITS, ADDENDA, AND POLICIES INCORPORATED BY REFERENCE.

HL Hunt SellFi is a software platform operated by HL Hunt Inc. that enables sellers of property and goods — including vehicles, equipment, real estate, businesses, and other items — to offer financing directly to their buyers in place of third-party bank financing. The Platform provides tools to structure terms, generate financing documents, evaluate buyers, obtain electronic signatures, service payments, and track and report on financed accounts.

This Agreement, together with all exhibits, schedules, addenda, Order Forms, and policies incorporated by reference (collectively, the "Agreement"), governs Client's access to and use of the Platform, including document generation, decisioning tools, payment servicing, the dashboard, APIs, and all related services (collectively, the "Services"). It does not govern any financing itself; each financing is governed by a separate Financing Agreement between the Seller and the Buyer.

This Agreement incorporates by reference: (i) each executed Order Form; (ii) the Data Processing & Security Addendum (Exhibit A); (iii) the Servicing & Funds-Handling Addendum (Exhibit B); (iv) the Acceptable Use & Prohibited Conduct Policy; and (v) the HL Hunt Privacy Policy. In the event of conflict, an executed Order Form controls over this Agreement, and the more consumer-protective provision controls over any conflicting term.

01

Definitions

The following terms have the meanings set forth below:

  • "Seller" or "Client" means the person or business that uses the Platform to extend financing directly to a Buyer for the sale of a Financed Item.
  • "Buyer" means the person or business purchasing the Financed Item and obligated under the Financing Agreement.
  • "Financed Item" means the property, goods, vehicle, equipment, real property, business, or other item sold and financed through the Platform.
  • "Seller Financing" means financing extended directly by a Seller to a Buyer to purchase a Financed Item, in place of third-party bank financing, including installment sales, promissory notes, retail installment contracts, land contracts/contracts for deed, lease-to-own, and similar arrangements.
  • "Financing Agreement" means the note, installment or retail contract, land contract, security agreement, disclosures, and related documents between Seller and Buyer.
  • "Payment" or "Installment" means a periodic amount due from the Buyer under a Financing Agreement.
  • "Servicing" means the collection, processing, and remittance of Payments and the administration of financed accounts.
  • "TILA" means the Truth in Lending Act; "Regulation Z" means 12 C.F.R. Part 1026.
  • "RISA" means an applicable state Retail Installment Sales Act or similar credit-sale statute.
  • "SAFE Act" means the federal Secure and Fair Enforcement for Mortgage Licensing Act and related licensing requirements for mortgage loan originators ("MLOs").
  • "ECOA" means the Equal Credit Opportunity Act; "Regulation B" means 12 C.F.R. Part 1002.
  • "Platform," "Services," "Client Data," "Subscriber Account" have the meanings used throughout this Agreement.
02

The Platform & License Grant

2.1Services Provided

Subject to this Agreement, HL Hunt provides Client with access to:

  • Deal Structuring: tools to configure price, down payment, rate, term, and payment schedule for a Seller-Financing transaction;
  • Document Generation: configurable templates for notes, installment/retail contracts, land contracts, security agreements, and disclosures;
  • Electronic Signature: e-sign and execution workflows for Seller and Buyer;
  • Buyer Evaluation: optional decisioning tools to help the Seller evaluate a Buyer;
  • Payment Servicing: collection of Buyer Payments, remittance to Seller, statements, and account administration (Exhibit B);
  • Account Tracking: amortization, balances, payoff, late status, and reporting;
  • APIs & Dashboard: integrations, portfolio reporting, and account management.

2.2License Grant

Subject to Client's compliance with this Agreement and payment of all fees, HL Hunt grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely to originate and administer Client's own lawful Seller-Financing transactions.

2.3License Restrictions

Client shall NOT:

  • use the Services to extend financing it is not licensed or authorized to extend;
  • originate financing on terms that violate usury caps or applicable law;
  • finance an item it does not own or have the right to sell, or that is subject to an undisclosed lien;
  • use the Services to evade consumer-protection, disclosure, or licensing requirements;
  • sublicense, resell, or provide Platform access to third parties without HL Hunt's written authorization;
  • reverse engineer, decompile, or scrape the Platform;
  • use the Services in violation of TILA, the SAFE Act, ECOA, RISA, or any applicable law.

2.4Service Modifications

HL Hunt may modify, enhance, or discontinue features at any time and will provide reasonable advance notice of material adverse changes when practicable. HL Hunt may deploy compliance-driven changes immediately and without notice. Document templates may be updated; Client is responsible for using current, appropriate documents.

03

Onboarding, KYB & Eligibility

3.1Application & Approval

  • Access requires onboarding and approval by HL Hunt, which may be granted or refused in HL Hunt's sole discretion.
  • Approval is conditioned on identity verification, bank-account verification, and risk and compliance review.
  • HL Hunt may request additional documentation, including licenses, at any time.

3.2Required Information

Client shall provide accurate, complete, and current information, including:

  • legal name or entity name, structure, and identifiers;
  • beneficial-ownership and control-person information with government-issued ID;
  • the categories of Financed Items and the states in which it will originate;
  • applicable licenses (e.g., MLO/SAFE Act, sales finance, installment seller, dealer, money lender) or a basis for exemption;
  • banking and remittance information;
  • any other information required by HL Hunt or applicable law.

Eligibility & Authority Required

Extending financing without required licensing, on unlawful terms, or for an item you do not own free of undisclosed liens, may violate federal and state law. Providing false information is a material breach subject to immediate termination and referral to authorities.

04

Roles, Creditor Status & Compliance Allocation

Read This Section Carefully

This Section defines that you, the Seller, are the creditor and bear legal responsibility for the financing you extend. The allocation here is foundational to the entire Agreement.

4.1HL Hunt as Technology & Servicing Provider

HL Hunt provides software, document templates, decisioning tools, and servicing technology. HL Hunt does not extend credit, is not the creditor or lender, does not own any Financing Agreement, does not set the financing terms, and is not a party to any Financing Agreement. The Seller decides whether and on what terms to finance and is the party extending the financing.

4.2Seller as Creditor

As between the parties, the Seller is solely responsible for: the decision to finance and all terms (price, rate, down payment, term, fees, security); the legality of those terms, including usury limits; all required licensing; all consumer-protection and disclosure compliance (including TILA/Regulation Z, RISA, the SAFE Act, ECOA, RESPA where applicable, and state seller-finance and land-contract laws); buyer disclosures and adverse-action notices; and the enforceability of the Financing Agreement.

4.3Servicer Role

Where Client engages HL Hunt to service financed accounts (Exhibit B), HL Hunt acts as the Seller's servicing agent within the scope and parameters the Seller sets. Servicing does not make HL Hunt the creditor or owner of any account and does not shift the Seller's compliance duties, except as expressly stated.

4.4Documents & Tools Are Not Legal Advice

The Platform's document templates, disclosures, and decisioning tools are configurable tools. They are not legal, tax, or financial advice and do not guarantee compliance, enforceability, or suitability for a particular item, state, or Buyer. The Seller is responsible for reviewing and adapting documents and for consulting its own advisors.

Responsibility Is Shared but Not Delegated

HL Hunt builds compliance-supporting tools into the Platform. The Seller remains the creditor and ultimately responsible for the financing it extends. This Agreement allocates—but does not eliminate—either party's duties under applicable law.

05

Financing Transactions & Documentation

5.1Seller Sets Terms

  • The Seller selects and approves all transaction terms; the Platform generates documents reflecting the terms the Seller configures.
  • The Seller is responsible for ensuring terms comply with usury caps, rate limits, and applicable law for the item, state, and Buyer.
  • The Seller is responsible for proper title, lien perfection, and security-interest documentation for the Financed Item.

5.2Document Templates

  • Templates are provided as a convenience and may not be appropriate for every item, jurisdiction, or transaction;
  • The Seller is responsible for selecting the correct document type (e.g., retail installment contract vs. land contract) and for required state-specific provisions;
  • HL Hunt does not warrant that any generated document is complete, enforceable, or compliant.

5.3Execution & Records

The Platform supports electronic signature and recordkeeping. The Seller is responsible for proper execution, delivery, recording (e.g., recording a land contract or lien with the appropriate authority), and retention of original documents where required.

06

Buyer Disclosures & Consumer Protection

6.1Required Disclosures

  • Where the financing is consumer credit, the Seller is responsible for providing all required TILA/Regulation Z disclosures (finance charge, APR, payment schedule, total of payments) and any RISA or state-specific disclosures.
  • The Platform can generate disclosure content based on the terms the Seller inputs; the Seller is responsible for the accuracy, form, timing, and delivery of all disclosures.

6.2Residential Real Estate

Seller financing of residential dwellings carries heightened requirements, which may include SAFE Act licensing, the Dodd-Frank ability-to-repay rules (and the limited seller-financer exclusions for qualifying one-property and three-property arrangements), and RESPA/TRID-related rules. The Seller is solely responsible for determining and satisfying these requirements before originating residential financing.

6.3Adverse Action

Where the Seller declines or conditions financing for a Buyer, the Seller is responsible for any ECOA/Regulation B and FCRA adverse-action notices required. The Platform can support accurate reasons; the Seller must issue compliant notices.

Disclosures Are the Seller's Responsibility

Inaccurate or missing consumer-credit disclosures can void terms, create liability, and trigger penalties. The Seller is responsible for all disclosures and for confirming the financing is structured lawfully for the item and jurisdiction.

07

Buyer Evaluation & Fair Lending

7.1Evaluation Tools

  • Optional buyer-evaluation tools assist the Seller; the Seller makes and is responsible for all financing decisions.
  • Where a consumer report is used, the Seller must have a permissible purpose under the FCRA and required Buyer authorizations.

7.2Fair Lending

Where ECOA and fair-lending laws apply to the Seller's activity, the Seller shall not discriminate on a prohibited basis and is responsible for its own fair-lending compliance. The Platform's tools do not replace the Seller's independent judgment and compliance.

08

Licensing & Regulatory Eligibility

8.1Licensing Determination

Depending on the Financed Item, the frequency of financing, and the jurisdiction, the Seller may be required to hold one or more licenses — for example, mortgage loan originator (SAFE Act) licensing for residential real estate, sales finance company or retail installment seller licensing for goods and vehicles, money lender or consumer credit licensing, or dealer licensing. The Seller is solely responsible for determining, obtaining, and maintaining all required licenses, or for confirming a valid exemption.

8.2Frequency Thresholds & Exemptions

  • Many licensing and consumer-credit obligations turn on how often a person extends credit (e.g., number of transactions per year); the Seller is responsible for tracking its activity against applicable thresholds.
  • The Seller must not structure transactions to evade licensing, disclosure, or rate requirements.

8.3Maintenance

The Seller shall maintain licenses in good standing and promptly notify HL Hunt of any lapse, suspension, revocation, or enforcement action. HL Hunt may restrict use by item type, frequency, or jurisdiction where the Seller cannot evidence authority.

Licensing Is the Seller's Responsibility

Seller financing — especially of residential real estate and consumer goods — can require licensing and trigger lending laws. HL Hunt does not determine or provide your licenses. Confirm your obligations with counsel before originating.

09

Payment Servicing & Funds Handling

9.1Servicing Services

  • Where engaged, HL Hunt will collect Buyer Payments, apply them per the Financing Agreement, remit net amounts to the Seller, and provide statements and account administration (Exhibit B).
  • Servicing follows the parameters and account terms the Seller provides; HL Hunt does not change terms.
  • Where servicing involves collection activity, the Seller and HL Hunt will comply with applicable collection laws; HL Hunt does not act as the creditor.

9.2Funds Handling

  • Buyer Payments collected on the Seller's behalf are held for remittance and are not the property of HL Hunt.
  • HL Hunt does not commingle collected Payments with its operating funds and holds them with partner financial institutions pending remittance.
  • Money movement is subject to bank-partner and ACH/NACHA timing and limits; the Seller authorizes ACH activity needed to collect, remit, and correct entries.

9.3Returns & Negative Balances

Returned Buyer Payments, reversals, and shortfalls are the Seller's responsibility; HL Hunt may net or recover such amounts and associated fees from remittances or by debiting the Seller's account. The Seller remains the owner of the receivable and bears Buyer credit risk.

Funds Are Not FDIC Insured to the Seller

Payments held in connection with servicing are held for remittance and are not deposits of the Seller insured by the FDIC. HL Hunt is not a bank. Funds are held at partner financial institutions.

10

AI Features & Human Oversight

AI Governance Notice

The Platform uses artificial intelligence to assist with document drafting, buyer evaluation, and compliance flagging. AI outputs are assistance only and do not replace the Seller's review, judgment, and compliance.

10.1Assistance, Not Determinations

  • AI features surface suggestions, drafts, and flags for the Seller's review; the Seller approves every transaction and remains responsible.
  • AI suggestions regarding terms, documents, disclosures, or eligibility are not advice and may be incomplete or incorrect.

10.2Model Limitations

AI systems can produce errors or unexpected output. HL Hunt does not warrant that AI outputs or generated documents will be accurate, complete, enforceable, or compliant, and is not liable for transactions the Seller approves.

11

Regulatory Compliance Framework

11.1Applicable Law

Each party shall comply with all laws applicable to its activities, including:

  • Truth in Lending Act (TILA) and Regulation Z, where the financing is consumer credit;
  • the SAFE Act and mortgage-originator licensing for residential real estate financing;
  • Dodd-Frank ability-to-repay rules and the seller-financer exclusions, where applicable;
  • RESPA and related rules for residential mortgage transactions and servicing, where applicable;
  • state Retail Installment Sales Acts, usury caps, and rate/fee limits;
  • Equal Credit Opportunity Act (ECOA)/Regulation B and the FCRA;
  • state seller-finance, land-contract/contract-for-deed, and licensing statutes;
  • fair debt collection and servicing laws applicable to collection activity;
  • privacy, data-security, OFAC, and anti-money-laundering requirements.

11.2Allocation

HL Hunt is responsible for performing the Services in accordance with this Agreement. The Seller is responsible for the lawfulness of the financing it extends, its licensing, the terms and disclosures, and compliance obligations that rest with the creditor.

Compliance Is a Material Obligation

Compliance with applicable law is a material obligation. Non-compliance may result in suspension, termination, withheld servicing, indemnity claims, and legal liability.

12

Fees & Billing

12.1Fee Structure

Client agrees to pay all fees set forth in the applicable Order Form, which may include subscription fees, per-transaction or per-document fees, servicing fees (per active account or per payment), payment-processing fees, and optional module fees.

12.2Billing & Deduction

  • Fees may be netted from remittances or invoiced per the Order Form; undisputed invoiced amounts are due within thirty (30) days.
  • Overdue amounts accrue interest at the lesser of 1.5%/month or the legal maximum.
  • Client authorizes HL Hunt to debit its designated account for amounts due and unpaid.

12.3Fee Changes & Taxes

  • HL Hunt may modify fees on thirty (30) days' notice; bank, network, and pass-through changes may take effect immediately. Continued use after the effective date constitutes acceptance.
  • Fees are exclusive of taxes other than HL Hunt's income taxes; Client is responsible for applicable taxes.
  • Client must raise any billing dispute within sixty (60) days of the charge or waive it, and must pay undisputed amounts during resolution.
13

Data Security & Privacy

13.1Security Program

HL Hunt maintains an information security program with administrative, technical, and physical safeguards consistent with industry standards, as further described in Exhibit A, including encryption in transit and at rest, access controls, monitoring, and incident response, appropriate to the sensitive Buyer and Seller information processed.

13.2Roles Under Privacy Law

  • As between the parties, Client is the controller/owner of Client Data and Buyer information; HL Hunt processes it on Client's behalf to provide the Services per Exhibit A.
  • HL Hunt does not sell Buyer personal information and uses it only as permitted by this Agreement and law.
  • HL Hunt may use aggregated, de-identified data to operate, secure, and improve the Services, consistent with applicable law.

13.3Breach Notification

  • Each party shall notify the other without undue delay (and within 72 hours where feasible) of a confirmed security incident affecting the other's data.
  • The parties shall cooperate on investigation, remediation, and any required Buyer or regulator notifications.
  • Responsibility for breach costs follows the party whose systems, acts, or omissions caused the incident.
14

Acceptable Use & Prohibited Conduct

14.1Prohibited Conduct

Client shall NOT use the Platform to:

  • extend financing it is not licensed or authorized to extend, or to evade licensing or disclosure requirements;
  • originate financing on usurious or otherwise unlawful terms;
  • finance an item it does not own or has no right to sell, or that has undisclosed liens;
  • provide false, inaccurate, or fraudulent transaction information or documents;
  • discriminate against any Buyer on a prohibited basis where fair-lending law applies;
  • omit or falsify required Buyer disclosures;
  • use the Services to launder money or for any unlawful purpose;
  • violate TILA, the SAFE Act, ECOA, RISA, or any applicable law.

14.2Consequences

  • immediate suspension or termination, without notice for serious violations;
  • holding of servicing or remittances pending investigation;
  • cooperation with, and reporting to, regulators and law enforcement;
  • indemnification of HL Hunt and pursuit of all available legal remedies.

Zero Tolerance

HL Hunt maintains zero tolerance for unlicensed lending, usurious or deceptive terms, and fraud. Violations result in immediate suspension or termination, held funds, and potential legal action and regulatory referral.

15

Audit, Records & Retention

15.1Recordkeeping

The Platform retains transaction documents, disclosures, payment and servicing records, and configuration history for the retention period in Exhibit A (no less than the periods required by TILA, ECOA, and applicable state law). The Seller is responsible for retaining its own records, including originals required to be held by the creditor.

15.2Audit & Cooperation

  • HL Hunt will reasonably cooperate with the Seller's regulators and examiners and provide records appropriate to its role, subject to confidentiality.
  • Each party may audit the other's compliance with this Agreement upon reasonable notice, no more than annually absent cause.
  • HL Hunt may suspend activity it reasonably believes is unlawful pending review.
16

Intellectual Property

16.1HL Hunt IP

  • HL Hunt retains all right, title, and interest in the Platform, software, document templates, models, and all related intellectual property.
  • The HL Hunt and SellFi names and logos are trademarks of HL Hunt Inc.
  • Client acquires no ownership interest in HL Hunt IP, including in any improvements derived from aggregated, de-identified usage.

16.2Client Data & Content

  • Client retains ownership of Client Data, its Financing Agreements, and its own branding.
  • Client grants HL Hunt a license to host, process, and use Client Data to provide, secure, and improve the Services and to comply with law.
  • Client grants a limited license to use Client's name and logo to identify Client as a customer; Client may opt out of marketing use by written notice.

16.3Feedback

Feedback, suggestions, and ideas Client provides become HL Hunt's property and may be used without compensation or attribution.

17

Confidentiality

17.1Confidential Information

"Confidential Information" means non-public information disclosed by either party, including business plans, pricing, technology, Buyer and transaction data, and trade secrets.

17.2Obligations & Exceptions

  • Each party shall protect the other's Confidential Information using no less than reasonable care and use it only to perform under this Agreement.
  • Obligations do not apply to information that is public through no fault of the receiver, rightfully known prior to disclosure, independently developed, or required to be disclosed by law (with notice where permitted).

17.3Duration

Confidentiality obligations survive termination for five (5) years; trade secrets remain protected for as long as they qualify as trade secrets.

18

Representations & Warranties

18.1Client Representations

Client represents and warrants that:

  • it is duly organized or has capacity, and the person accepting has authority to bind it;
  • all information provided to HL Hunt is true, accurate, and complete;
  • it holds all licenses required to extend the financing it originates, or qualifies for a valid exemption;
  • it owns or has the right to sell each Financed Item, free of undisclosed liens;
  • all financing terms comply with usury limits and applicable law;
  • it will provide all required Buyer disclosures and adverse-action notices and will not discriminate on a prohibited basis;
  • it will comply with TILA, the SAFE Act, ECOA, RISA, and all applicable law;
  • it is not subject to any sanction, debarment, or regulatory bar affecting eligibility.

18.2Ongoing Effect

These representations are made as of the Effective Date and are deemed repeated each time Client originates financing or submits a transaction.

19

Disclaimer of Warranties

Important Disclaimer

THE SERVICES, DOCUMENT TEMPLATES, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

19.1No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT DISCLAIMS ALL WARRANTIES, INCLUDING:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
  • WARRANTIES THAT DOCUMENTS, DISCLOSURES, OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, ENFORCEABLE, OR COMPLIANT;
  • WARRANTIES THAT ANY BUYER WILL PERFORM OR THAT ANY FINANCING WILL BE COLLECTIBLE;
  • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

19.2No Legal or Financial Advice

HL HUNT IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. DOCUMENT TEMPLATES AND COMPLIANCE FEATURES ARE TOOLS, NOT ASSURANCES. CLIENT IS RESPONSIBLE FOR OBTAINING ITS OWN ADVISORS AND FOR THE LAWFULNESS AND ENFORCEABILITY OF ITS FINANCING.

20

Limitation of Liability

20.1Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, UNCOLLECTED PAYMENTS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

20.2Cap on Liability

HL HUNT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES (EXCLUDING FUNDS HELD FOR REMITTANCE) ACTUALLY PAID BY CLIENT TO HL HUNT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.3Buyer Credit Risk

The Seller bears all Buyer credit and performance risk. HL Hunt does not guarantee Buyer payment, does not purchase or insure the receivable, and is not liable for Buyer default, the value of any Financed Item or collateral, or the enforceability of any Financing Agreement.

20.4Exceptions

The limitations do not apply to: (a) Client's indemnification obligations; (b) Client's payment obligations and amounts owed; (c) either party's breach of confidentiality; (d) infringement of the other's intellectual property; (e) Client's unlawful conduct, including unlicensed or usurious lending; or (f) liability that cannot be limited by law.

21

Indemnification

21.1Client Indemnification

Client shall indemnify, defend, and hold harmless HL Hunt and its officers, directors, employees, agents, and bank partners from any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Client's breach of this Agreement or violation of any law;
  • the financing terms, documents, and disclosures Client originates or approves;
  • Client's lack of required licensing or authority;
  • any TILA, SAFE Act, ECOA, RISA, usury, or state-law claim arising from Client's financing;
  • title, lien, or ownership defects in any Financed Item;
  • any Buyer or third-party claim related to Client's financing or the Financed Item;
  • any security incident caused by Client's systems, acts, or omissions;
  • Client's negligence, willful misconduct, fraud, or misrepresentation.

21.2HL Hunt Indemnification

HL Hunt shall indemnify Client against third-party claims that the Platform, as provided and used in accordance with this Agreement, infringes such third party's U.S. intellectual-property rights, subject to the limitations in Section 20.

21.3Procedure & Survival

  • The indemnified party will promptly notify the indemnifying party, which may control the defense; the indemnified party shall reasonably cooperate.
  • No settlement imposing non-monetary obligations on the indemnified party may be made without its consent.
  • Indemnification obligations survive termination.
22

Term & Termination

22.1Term

  • This Agreement begins on the Effective Date and continues for the term in the Order Form, renewing as stated therein.
  • Either party may terminate for convenience on thirty (30) days' written notice, subject to the Order Form and orderly transition of any servicing.

22.2Termination by HL Hunt

HL Hunt may suspend or terminate immediately, without notice, if Client: breaches a material term; engages in unlicensed, usurious, deceptive, or unlawful financing; provides false information; finances items without proper title or authority; poses unacceptable legal, financial, or reputational risk; becomes insolvent; or where a bank partner, regulator, or law requires it.

22.3Suspension

HL Hunt may suspend originations, servicing, or remittances pending investigation, including without notice in urgent circumstances, and will endeavor to notify Client and state the reason where possible.

23

Effects of Termination

23.1Upon Termination

  • Client's right to originate new financing through the Platform ends.
  • All outstanding fees and amounts owed become immediately due.
  • The parties will arrange an orderly transition or transfer of servicing for active accounts, including any required Buyer notices.
  • Client must cease displaying HL Hunt and SellFi marks.

23.2Servicing Transfer & Data

  • Where HL Hunt services accounts, it will complete in-flight remittances and cooperate in transferring servicing records to the Seller or a successor servicer.
  • Client may export transaction and servicing records within sixty (60) days of termination; thereafter HL Hunt may delete or de-identify Client Data except records it must retain by law.

23.3Survival

The following survive: Definitions, Roles/Compliance Allocation, Funds Handling, Fees, Data Security, Acceptable Use, Records/Retention, Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Effects of Termination, Dispute Resolution, and General Provisions.

Post-Termination Liability

Termination does not limit Client's liability for financing originated before termination, including disclosure, licensing, usury, and fair-lending claims, fees, and indemnity obligations. The Seller remains the creditor on all originated accounts.

24

Dispute Resolution

24.1Governing Law

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles. Each Financing Agreement has its own governing-law and dispute terms between the Seller and Buyer.

24.2Mandatory Arbitration

All disputes between HL Hunt and Client arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Lexington, Kentucky. Judgment on the award may be entered in any court of competent jurisdiction. This clause governs disputes between HL Hunt and Client only and does not affect any Buyer's rights.

24.3Class Action & Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. All claims between the parties must be brought individually.

24.4Equitable Relief & Limitation

  • Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information or to prevent irreparable harm.
  • Any claim between the parties must be filed within one (1) year after it arose or be permanently barred.
  • The prevailing party is entitled to recover reasonable attorneys' fees and costs.
25

General Provisions

25.1Entire Agreement

This Agreement, its exhibits, incorporated policies, and each Order Form constitute the entire agreement and supersede all prior understandings. It does not include or modify any Financing Agreement between Seller and Buyer.

25.2Amendments

HL Hunt may amend this Agreement by posting revised terms or notifying Client; material changes are communicated at least thirty (30) days in advance when practicable. Continued use after the effective date constitutes acceptance.

25.3Assignment

Client may not assign without HL Hunt's prior written consent; HL Hunt may assign to a successor or affiliate. Attempted assignments in violation are void.

25.4Severability & Waiver

Invalid provisions are modified to the minimum extent necessary or severed; remaining provisions continue in force. No failure to enforce is a waiver.

25.5Force Majeure

Neither party is liable for failures due to causes beyond reasonable control, including acts of God, war, terrorism, labor disputes, government action, pandemics, or failures of banks or the ACH network.

25.6Independent Contractors

The parties are independent contractors; nothing creates a partnership, joint venture, or employment relationship, or makes HL Hunt the creditor or a party to any Financing Agreement.

25.7Notices & Electronic Signature

Notices to HL Hunt go to the address in Section 26; notices to Client go to the email on file or via the Dashboard. Electronic acceptance has the same legal effect as a handwritten signature.

25.8Third-Party Beneficiaries

Bank partners are intended beneficiaries with respect to Client's funding and compliance obligations. Buyers are not third-party beneficiaries of this Agreement.

26

Contact Information

HL Hunt Inc.

Address: 3499 Blazer Parkway, Lexington, KY 40509
Website: www.hlhunt.org
Client Support: support@hlhunt.org
Sales: sales@hlhunt.org
Servicing: servicing@hlhunt.org
Compliance: compliance@hlhunt.org
Legal: legal@hlhunt.org
Security/Privacy: security@hlhunt.org

Exhibit A

Data Processing & Security Addendum

A.1 Roles & Scope

HL Hunt processes Client Data and Buyer information solely to provide the Services, on Client's documented instructions and as required by law. As between the parties, Client is the data owner/controller and HL Hunt is the processor/service provider. HL Hunt does not "sell" or "share" personal information as defined under applicable privacy law.

A.2 Security Safeguards

  • Encryption of data in transit (TLS 1.2+) and at rest (AES-256 or equivalent);
  • Role-based access controls, least-privilege, and multi-factor authentication for privileged access;
  • Protection of sensitive identifiers and bank-account data, including masking and tokenization where appropriate;
  • Network segmentation, logging, monitoring, and intrusion detection;
  • Vulnerability management, patching, and periodic penetration testing;
  • Written information security program aligned to SOC 2 control objectives;
  • Vendor/subprocessor due diligence and flow-down of obligations.

A.3 Subprocessors

HL Hunt may engage subprocessors (e.g., cloud hosting, ACH/bank partners, e-signature, identity/credit providers) under written terms no less protective than this Addendum. A current subprocessor list is available on request; HL Hunt will provide notice of material changes.

A.4 Incident Response & Retention

  • Notification of confirmed security incidents without undue delay (target 72 hours), with cooperation on remediation and notice obligations;
  • Transaction documents, disclosures, and servicing records retained no less than the periods required by TILA, ECOA, and applicable state law;
  • On termination, data returned/exported within sixty (60) days, then deleted or de-identified except records required to be retained by law.

A.5 Buyer Requests

HL Hunt will reasonably assist Client in responding to verified Buyer rights requests (access, correction, deletion) to the extent the data is processed through the Platform and consistent with credit and servicing recordkeeping obligations.

Exhibit B

Servicing & Funds-Handling Addendum

B.1 Scope of Servicing

Where Client engages HL Hunt to service financed accounts, HL Hunt will, within the parameters and account terms the Seller provides: collect Buyer Payments, apply them to principal, interest, fees, and escrow as configured, provide Buyer statements and payment history, track balances and payoff, and remit net amounts to the Seller. HL Hunt acts as the Seller's servicing agent and not as the creditor or owner of any account.

B.2 Funds Handling

  • Collected Payments are held for remittance to the Seller, are not HL Hunt's property, and are not commingled with HL Hunt's operating funds;
  • Funds are held with partner financial institutions pending remittance and are not FDIC-insured deposits of the Seller;
  • HL Hunt may earn and retain earnings on funds held pending remittance as part of its compensation, except where prohibited by law;
  • The Seller authorizes ACH debits, credits, and corrections needed to collect, remit, and reverse erroneous entries consistent with NACHA Rules.

B.3 Late Fees, Returns & Default

  • The Platform applies late fees and grace periods only as the Seller configures and as permitted by the Financing Agreement and law;
  • Returned Payments, reversals, and shortfalls are the Seller's responsibility and may be recovered from remittances or by debit;
  • Default handling, acceleration, repossession, and foreclosure decisions are the Seller's; HL Hunt does not make collection or enforcement decisions and does not act as the creditor.

B.4 Servicing Transfer

Upon termination or at the Seller's request, HL Hunt will cooperate in an orderly transfer of servicing, including providing payment and account records and supporting any Buyer notices required by law.

Seller Retains Credit Risk and Creditor Status

Servicing is administrative. The Seller remains the creditor, owns the receivable, and bears all Buyer credit and performance risk. HL Hunt does not guarantee Buyer payment or purchase, insure, or assume any account.

Client Acknowledgment & Acceptance

By accessing the HL Hunt SellFi platform, Client acknowledges and agrees that:

  • Client has read, understood, and agrees to be bound by this entire Agreement, including all Exhibits;
  • the person accepting has full authority to bind Client;
  • all information provided to HL Hunt is true, accurate, and complete;
  • HL Hunt is a technology and servicing platform, not a lender, and Client is the creditor on all financing it extends;
  • Client owns or has the right to sell each Financed Item, free of undisclosed liens;
  • Client holds all required licenses or qualifies for a valid exemption, including for residential real estate and consumer goods where applicable;
  • all financing terms comply with usury limits and applicable law;
  • Client will provide all required Buyer disclosures and adverse-action notices and will not discriminate on a prohibited basis;
  • document templates and AI outputs are tools, not guarantees, and do not constitute legal, tax, or financial advice;
  • Client bears all Buyer credit and performance risk;
  • Client accepts the fees in each applicable Order Form;
  • Client accepts the disclaimers, limitation of liability, and indemnification terms;
  • Client agrees to binding arbitration and waives jury-trial and class-action rights as to disputes with HL Hunt;
  • electronic acceptance has the same effect as a handwritten signature.

Effective Date: June 1, 2026  |  Version: 1.0.0  |  Governing Law: Commonwealth of Kentucky